Earn-Out Statements. Within thirty (30) days following the end of the First Earn-Out Period, and, if the Earn-Out Payment was not made in respect of the First Earn-Out Period, within thirty (30) days following the end of the Second Earn-Out Period, Purchaser shall prepare or cause to be prepared and will furnish to the Seller Representative (i) with respect to the First Earn-Out Period, a detailed statement reflecting the CP Advisory Revenue for such First Earn-Out Period and indicating whether any Earn-Out Payment is due to the Sellers for such period, and (ii) with respect to the Second Earn-Out Period (if applicable), a detailed statement reflecting the CP Advisory Revenue for the Second Earn-Out Period and indicating whether any Earn-Out Payment is due to the Sellers for such period (each such statement, an “Earn-Out Statement”). Unless the Seller Representative, within fifteen (15) days after receipt of an Earn-Out Statement, provides Purchaser with a written notice objecting thereto and specifying, in reasonable detail, the basis for such objection and the amount in dispute (an “Earn-Out Objection”), such Earn-Out Statement shall be binding upon Purchaser and the Sellers. The Seller Representative shall have reasonable access to the books, records and other documents (including work papers) pertaining to or used in connection with the preparation of the Earn-Out Statement and the calculation of the Earn-Out Payment, and Purchaser shall provide the Seller Representative with copies thereof (as reasonably requested by the Seller Representative), as well as to personnel of Purchaser, the Companies and their Subsidiaries. In the event there is a dispute between Purchaser and the Seller Representative regarding an Earn-Out Payment or an Earn-Out Statement, the Seller Representative timely provides Purchaser with an Earn-Out Objection, and such dispute is not resolved within thirty (30) days of receipt by Purchaser of the applicable Earn-Out Objection, Purchaser and the Seller Representative shall engage the Auditor to resolve the dispute in a manner consistent with the provisions of Section 2.4.
Earn-Out Statements. No later than 60 days following the end of each Earn Out Year (each such 60-day period, an “Earn Out Review Period”), Parent will prepare and deliver to Representative a statement (an “Earn Out Statement”) setting forth its calculation of Net Sales relevant to determining the amount, if any, of (i) the First Earn Out Consideration and any First Year Suspense Amount (after the First Earn Out Year), or (ii) the Second Earn Out Consideration or any offset of the First Year Suspense Amount (after the end of the Second Earn Out Year).
Earn-Out Statements. During the Earn-Out Period, Buyer will prepare quarterly statements (each, an “Earn-Out Statement”) setting forth the calculations necessary to determine the amount of the Earn-Out Payments, if any, to be paid to Seller. Buyer shall deliver to Seller an Earn-Out Statement within thirty (30) days after the end of each quarter during the Earn-Out Period. Earn-Out Payments to Seller shall be paid within forty-five (45) days after the end of each quarter during the Earn-Out Period based on the Earn-Out Statement delivered to Seller for the immediately preceding quarter.
Earn-Out Statements. As promptly as practicable, but in any event within thirty (30) days after the end of each Calculation Period, Buyer shall, and Buyer shall cause the Operating Company to, prepare and deliver to Seller a statement setting forth in reasonable detail Buyer’s calculations (with respect to the applicable Calculation Period, “Earn-Out Statement”) of
(i) Operating Revenue for such Calculation Period, (ii) Operating Expenses for such Calculation Period, (iii) the MSR Value for such Calculation Period, (iv) Pre-Tax Profit for such Calculation Period, (iv) the Earn-Out Amount for such Calculation Period, (iv) any MSR Value Adjustment for the prior Calculation Period, (v) any Loss Reserves Shortfall as of the end of such Calculation Period, and (vii) the Net Seller Payment for such Calculation Period.
Earn-Out Statements. In connection therewith, (i) solely with respect to the Enrollment Earn-Out Payment, as promptly as practicable following March 31, 2020, but in no event later than April 15, 2020, Buyer will prepare a statement (the “Enrollment Earn-Out Statement”) setting forth its good faith calculation of the Cycle One Enrollment, including the number of students and the number of degree students enrolled as of March 31, 2020 and (ii) solely with respect to the Revenue Earn-Out Payment, Buyer shall (A) use commercially reasonable efforts to receive the audited financial statements of the Acquired Companies for the 12-month period ended December 31, 2020 (the “2020 Financial Statements”) as promptly as possible after December 31, 2020 and (B) as promptly as practicable following receipt by Buyer of the 2020 Financial Statements, but in no event later than 30 days following Buyer’s receipt thereof, Buyer will prepare a statement (the “Revenue Earn-Out Statement”, together with the Enrollment Earn-Out Statement, the “Earn-Out Statements” and each an “Earn-Out Statement”) setting forth its good faith calculation of the 2020 Consolidated Revenue (as measured in Colones), and deliver the applicable Earn-Out Statement to Seller (along with reasonable documentation, including work papers, schedules, financial statements, memoranda, etc.) supporting the calculations contained therein. To facilitate the Seller’s review of each Earn-Out Statement, upon receipt of the applicable Earn-Out Statement the Seller shall have reasonable access to (A) the relevant books and records of Buyer to the extent that they relate to the applicable Earn-Out Statement and are necessary to verify Buyer’s calculations contained therein, (B) the senior personnel of the Acquired Companies responsible for the preparation of the applicable Earn-Out Statement and (C) to such historical financial information (to the extent in Buyer’s possession) relating to the applicable Earn-Out Statement and Buyer’s calculations contained therein, as the Seller may reasonably request for the purpose of reviewing the applicable Earn-Out Statement and to prepare an Earn-Out Objection Notice; provided, that such access shall be made on reasonable advance notice and in a manner that does not unreasonably disrupt or interfere with the normal business operations of the Buyer or the Acquired Companies. If the Seller disagrees with any calculation contained in an Earn-Out Statement, the Seller shall communicate any disputes to B...
Earn-Out Statements. 5.1 The Purchaser shall deliver an earn-out statement to the Seller in respect of, and within thirty (30) Business Days following, (i) the period from the Closing Date to 31 March 2009, and (ii) each fiscal quarter of the Purchaser thereafter until the end of the 2010 Earn-Out Period.
5.2 The Purchaser shall deliver to the Seller a final earn-out statement (each, a "Final Earn- Out Statement") for each of the Earn-Out Periods no later than sixty (60) Business Days following the end of the Purchaser's fiscal year.
5.3 The Purchaser agrees that SMS Solutions shall be coded in the Purchaser's order tracking system so as to be discernable from other non-SMS Solutions sold by the Purchaser.
Earn-Out Statements. (a) Interim Earn-Out Statements. Within thirty (30) days following the end of each fiscal quarter of Buyer that ends during the Earn-Out Payment Measurement Period (each a "Buyer Quarter"), Buyer will prepare or cause to be prepared and deliver to Seller an unaudited statement (the "Interim Earn-Out Payment Statements") showing Buyer's calculation of Earn-Out Payment Revenue for the applicable Buyer Quarter and a list of those customers whom Buyer has identified as Excluded Customers.
Earn-Out Statements. Within 30 days following the end of each month comprising part of the Earn-out Period, the Buyer shall prepare and deliver to the Sellers a calculation of the Earn-out Revenue to date (the “Earn-out Statements”). The Earn-out Statements shall be prepared in accordance with U.S. GAAP. The Sellers shall have 60 days following delivery of each set of Earn-out Statements to raise in writing to the Buyer any objections regarding such set of Earn-out Statements. If no objections are raised within such period, the calculation shall become final and binding upon the parties. Within sixty days following the end of the final month comprising the Earn-out Period or thirty days following resolution of the last of any disputes concerning any Earn-out Statements, whichever is the later, the Buyer shall prepare and deliver to the Sellers a calculation of the Earn-out Revenue for the entire Earn-out Period on the basis of the Earn-out Statements agreed by the Parties and the according Earn Out Payment to be made. The Buyer will provide the Sellers with such information as the Sellers or their advisors may reasonably request for the purposes of checking and verifying the Earn-out Statements delivered to them in accordance with this paragraph 2.
Earn-Out Statements. Within 30 days following the end of each month comprising part of the Earn-out Period, the Buyer shall prepare and deliver to the Sellers a calculation of the Earn-out Revenue to date (the “Earn-out Statements”). The Earn-Out Period the Earn-out Statements shall be prepared in accordance with U.S. GAAP. Within 30 days following the end of the final month comprising part of the Earn-out Period, the Buyer shall prepare and deliver to the Sellers a calculation of the Earn-out Revenue for the entire Earn-out Period, the Earn-Out Payment to be made and the extent to which the Earn- out Payment is to made in cash and/or Earn -Out Shares. The Sellers shall have 60 days following delivery of this calculation to raise in writing to the Buyer any objections regarding either the Earn-out Statements. If no such objections are raised with such period, the calculation shall become final and binding upon the parties.
Earn-Out Statements. Within twenty (20) days of the beginning of each calendar month following the Closing Date, Buyer will provide Seller an unaudited report which details the revenue and Gross Margin for the preceding month. As promptly as practicable and in any event no later than the earlier of: (x) twenty (20) days after Buyer’s accountants deliver to Buyer its audited financial statements for the year ending December 31, 2018 (the “2018 Buyer Audited Financial Statements”), or (y) March 31, 2019, Buyer shall prepare and deliver to Seller a statement (the “Earn-out Statement”) setting forth in reasonable detail Buyer’s good faith calculation of (i) 2018 Gross Margin, (ii) the amount (if any) by which 2018 Gross Margin exceeds the Earn-out Threshold and (iii) the Earn-out Payment (if any) (the “Earn-out Calculation”), including such schedules and data as may be appropriate to support such calculations.
